NETFILE, INC. 2 - 2017 - Laserfiche WebLink

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terminate this Agreement in the event of a default by the other Party by providing a written Notice of Termination to the defaulting Party. Such Notice of Termination shall become effective no less than ten (10) calendar days after a Party receives such notice. Such Notice of Termination for cause shall include a statement by the terminating Party setting forth grounds for determination of default under the Agreement. In the event this Agreement is terminated for cause as set forth under this section, City shall pay Contractor for all Services satisfactorily performed up to the date the Agreement is terminated. City may deduct from such payment the amount of actual damage, if any, sustained by City due to Contractor's failure to perform the Services or for breach of this Agreement. c. Opportunity to Cure Default Upon receipt of a Notice of Termination for Cause by a Party arising from its default under this Agreement, the defaulting Party shall have five (5) days from the receipt of such notice to cure the default by making such payment or performing the required obligation. If the default is cured to the mutual satisfaction of the Parties, the Agreement shall remain in effect upon written acceptance of the cure by the Parry who issued the Notice of Termination for Cause. In addition to, and cumulative to all other remedies in law, at equity and provided under this Agreement, in the event Contractor is in material default of its duties or obligations under this Agreement and it fails to cure the default within five (5) days after receipt of written notice of Termination for Cause from City, City may, without waiving any other rights under this Agreement, elect to withhold from the payments due to Contractor under this Agreement during the period beginning with the 6th day after Contractor's receipt of notice of Termination for Cause, and ending on the date that the default has been cured to the reasonable satisfaction of City, an amount that is in proportion to the magnitude of the default or the service that Contractor is not providing. Upon curing of the default by Contractor, City will cause the withheld payments to be paid to Contractor, without interest. d. Termination Due to Unavailability of Funds When funds are not appropriated or otherwise made available by the City to support continuation of performance, the Agreement shall be cancelled and the Contractor shall be reimbursed for the reasonable value of any nonrecurring cost incurred but not amortized in the price of the supplies or services delivered under the Agreement prior to termination. e. Data Recovery If the services are terminated for any reason, the City will receive a DVD copy of all data created in the system by the City within 21 working days of notification of termination. f. Deletion of Data The City has the right at any time during the contract period as well as upon the termination of the Agreement to instruct the Contractor to delete all City created data in the system. This